6-K

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of November 2020

Commission File Number: 001-39131

LIMINAL BIOSCIENCES INC.

(Translation of registrant’s name into English)

440 Armand-Frappier Boulevard, Suite 300

Laval, Québec

H7V 4B4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  

☒ Form 20-F   ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

INCORPORATION BY REFERENCE

This Report on Form 6-K (the “Report”) and Exhibit 99.1 to this Report is hereby expressly incorporated by reference into the registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 23, 2019 (File no. 333-235692).

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On November 25, 2020, Liminal BioSciences Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain Securities Purchase Agreement, dated October 29, 2020 (the “Purchase Agreement”), among the Company and certain purchasers party thereto (the “Purchasers”), which provided for the offer and sale by the Company to the Purchasers of (i) 5,757,894 common shares of the Company, no par value per share, (ii) prefunded warrants to purchase up to 557,894 common shares at an exercise price of $0.001 per share (the “Prefunded Warrants”) and (iii) warrants to purchase up to 6,315,788 common shares at an exercise price of $5.50 per share (the “Premium Warrants”). The Purchase Agreement and form of Prefunded Warrants and Premium Warrants were previously filed as exhibits to the Report on Form 6-K filed by the Company on November 2, 2020.

The Amendment increased the total number of Premium Warrants to be sold under the Purchase Agreement to 7,894,734. No other amendments were made to the Purchase Agreement. The description of the Amendment is qualified in its entirety by the terms of the Amendment, which is attached hereto as Exhibit 99.1.

This Report on Form 6-K does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

EXHIBIT LIST

Exhibit	Description
99.1	Amendment No. 1 to Securities Purchase Agreement, dated November 25, 2020, by and among the Company and the Purchasers

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Liminal BioSciences Inc.
Date: November 25, 2020	By:	/s/ Bruce Pritchard
		Name	Bruce Pritchard
		Title:	Chief Executive Officer

 

EX-99.1

EXHIBIT 99.1

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (“Amendment”) is made as of November 25, 2020, by and among Liminal BioSciences Inc., a Canadian corporation (the “Company”), and the undersigned investors who are party to that certain Securities Purchase Agreement dated as of October 29, 2020 (the “Purchase Agreement”), by and among the Company and the investors party hereto.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, each Purchaser, severally and not jointly, entered into the Purchase Agreement for the purchase of (i) the aggregate number common shares, no par value per share, of the Company, set forth below such Purchaser’s name on the signature page of the Purchase Agreement, (ii) the aggregate number of warrants of the Company set forth below such Purchaser’s name on the signature page of the Purchase Agreement (the “Warrants”) and (iii) the aggregate number of pre-funded warrants of the Company set forth below such Purchaser’s name on the signature page of the Purchase Agreement;

WHEREAS, pursuant to Section 6.4 of the Purchase Agreement, the Purchase Agreement may be amended with the written consent of the Company and the holders of a majority of the Securities issued to the Purchasers pursuant to the Purchase Agreement;

WHEREAS, as of the date hereof, the Company and undersigned Purchasers comprise the requisite parties necessary to effect this Amendment; and

WHEREAS, in consideration of the promises and the mutual benefits to the parties arising out of this Amendment, the receipt and sufficiency of which are hereby acknowledged by the parties’ execution and delivery hereof, the parties hereto hereby amend the Purchase Agreement as follows.

1.The Number of Warrants to be Acquired.  

1.1The Number of Warrants to be Acquired set forth on the signature pages of each of Structured Alpha LP and Armistice Capital Master Fund Ltd. to the Purchase Agreement shall be amended to read in its entirety as follows:

“Number of Warrants to be Acquired: 3,947,367”

Miscellaneous

.

No Additional Changes

.  Except as specifically set forth in this Amendment, the terms and provisions of the Purchase Agreement shall remain unmodified.

Entire Agreement

.  This Amendment, together with the Purchase Agreement (to the extent not amended hereby) and all exhibits thereto and references therein, constitute the entire agreement among the parties and shall supersede any and all previous contracts, arrangements or understandings between the parties with respect to the subject matter herein.

Successors and Assigns

2.4.  Except as otherwise expressly provided herein, this Amendment shall bind and inure to the benefit of the Company and the Purchasers and the respective permitted successors and assigns of the Purchasers and the permitted successors and assigns of the Company.  Neither party hereto shall have the right to assign or otherwise transfer this Amendment to any other person without the prior written consent of the other parties hereto.

Governing Law

.  This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof).

Counterparts

.  This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts each of which, when so executed and delivered, shall be an original but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Titles and Subtitles

.  The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.

Severability

.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

(Signature Pages Follow)

2

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement, effective as of the date first above written.

COMPANY:
Liminal BioSciences Inc.

By:  /s/ Bruce Pritchard________________

Name: Bruce Pritchard

Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement, effective as of the date first above written.

Structured Alpha LP
By:  Thomvest Asset Management Ltd.
Its:   General Partner

By: /s/ Eugene Siklos

       Name:  Eugene Siklos

       Title:    President

[Signature Page to Amendment No. 1 to Securities Purchase Agreement]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Securities Purchase Agreement, effective as of the date first above written.

Armistice Capital Master Fund Ltd.

By: /s/ Brian Kohn

Name:  Brian Kohn

Title: General Counsel of Armistice Capital, LLC, the Investment Manager

[Signature Page to Amendment No. 1 to Securities Purchase Agreement]